Rubicon Founders LLC

ITEM 5         FEES AND COMPENSATION

       In general, Rubicon receives a management fee and a performance allocation in connection
with advisory services. Rubicon Manager and its affiliates do not intend to receive any brokerage

commissions or other transaction fees in connection with acquisitions, dispositions or financings,
or receive from any third parties any additional compensation in connection with an investment or
potential investment for the account of a Fund. Other than compensation paid to certain Operating
Partners (as defined below), to the extent Rubicon or any affiliate earns any such compensation
with respect to an investment, including portfolio company fee income and other transaction fees,
such additional compensation will offset in whole the management fees otherwise payable to
Rubicon Manager.

        Under the applicable Governing Documents of each Fund, Rubicon is permitted to retain
certain consultants, senior advisors, operating partners, experts, and other specialists (“Operating
Partners”), including without limitation employees of Rubicon, to provide services to (or with
respect to) a Fund or certain current or prospective portfolio companies in which a Fund invests.
Operating Partners provide operations-related consulting and other specialized advisory or support
services that would otherwise have been performed by third parties or internal portfolio company
personnel, including services relating to human capital, organizational development, executive
recruiting, corporate development, diligence and acquisition support, as well as sales, marketing,
technology, finance, legal, customer experience, and other operational, strategic, or value creation
matters. Operating Partners receive compensation, including cash fees and various other forms of
compensation and will generally be reimbursed for certain travel and other costs in connection
with their services. Rubicon may pay for Operating Partners directly and then expense portfolio
companies, or in certain circumstances, a Fund, for the cash compensation, consulting invoices
and travel/expense reimbursement paid. No such amounts will offset the management fee.

       Investors in the Funds also bear certain Fund expenses which are described in further detail
below under “Expenses Charged to the Funds”.

        The following provides a general description of the management fees, performance-based
fees or allocations, fund expenses and fee waivers for the Funds. With respect to any particular
Fund, while the description below is generally applicable, fees and expenses will vary and Fund
investors should review the applicable Governing Documents for further information.

Management Fees

       Each Fund pays Rubicon Manager a management fee equal to an amount set forth in the
Governing Documents. During such Funds’ commitment period, the Fund generally pays a
management fee of 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”). After the commitment period expires (or upon the occurrence of certain other
events set forth in such Fund’s Governing Documents), the Fund’s management fee is 2.0% of
funded Commitments in respect of investments, reduced by the cost of realized investments and
investments that have been disposed of or permanently written off.

        As a result, and as is generally the case for private equity funds, the amount of management
fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and may not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of
investments that have been permanently written off. Except where the Governing Documents
expressly provide to the contrary, management fees may not be reduced (in whole or in part) in

the case of partial distributions (e.g., those resulting from a dividend recapitalization) or partial
sales, restructurings, reorganizations or other similar transactions.

        In many circumstances, the post-commitment period management fee base will include
capitalized transaction-specific expenses of unrealized investments. Further, management fees
generally will not be reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions or partial write-downs or write-offs that occur partway through the
relevant calculation period.

      The management fee, as applicable, is generally calculated and payable quarterly in
advance, as of the first day of each fiscal quarter.

        As permitted under the applicable partnership agreement, Rubicon Manager reserves the
right to waive or agree to reduce the management fee. Waived management fees are not subject
to any management fee offsets described above. The Governing Documents set forth the full list
of terms under which management fees will be reduced, offset or otherwise be limited, and
consequently investors should expect to bear the full specified management fee rate in the
Governing Documents until they are reduced in the circumstances and on the date(s) specified
therein.

ITEM 7         TYPES OF CLIENTS

         Rubicon’s clients are the Funds. Investment advice is provided directly to such Funds and
not individually to the limited partners of each Fund. The Funds include investment partnerships
or other investment entities formed under domestic or foreign laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended (the “1940 Act”). The
investors participating in the Funds generally include one or more of the following: high net-worth
individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing plans,
trusts, estates, charitable organizations or other corporations or business entities as well as directly
or indirectly, past or current service providers, principals or other employees of Rubicon.

        Certain Funds will have a specified minimum investment amount as set forth in their
Governing Documents. Typically, the Funds require minimum investment amounts ranging from
$1 million to $5 million, but such amount is permitted to be reduced or waived by Rubicon in its
sole discretion, subject to applicable legal requirements.

        Any Fund interests are offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, and (ii)
“qualified purchasers” as defined in Section 2(a)(51)(A) of the 1940 Act, or other “knowledgeable
employees” of Rubicon.